Common use of Incremental Loans Clause in Contracts

Incremental Loans. In addition to Borrowings of Revolving Credit Loans and Term Loans pursuant to paragraphs (a), (b) and (c) above, at any time and from time to time, the Borrower may request that any one or more of the Lenders or, at the option of the Borrower, other financial institutions or funds selected by the Borrower offer to enter into commitments to make additional term Incremental Loans to the Borrower, in Dollars, under this paragraph (d). In the event that one or more of the Lenders or such other financial institutions or funds offer, in their sole discretion, to enter into such commitments, and such Lenders or financial institutions or funds and the Borrower agree as to the Credit Agreement amount of such commitments that shall be allocated to the respective Lenders or financial institutions or funds making such offers and the fees (if any) to be payable by the Borrower in connection therewith, such Lenders or financial institutions or funds shall become obligated to make Incremental Loans under this Agreement in an amount equal to the amount of their respective Incremental Loan Commitments (and such financial institutions shall become “Incremental Lenders” hereunder). The Incremental Loans to be made pursuant to any such agreement between the Borrower and any such Lenders or financial institutions or funds in response to any such request by the Borrower shall be deemed to be a separate “Series” of Incremental Loans for all purposes of this Agreement. Anything herein to the contrary notwithstanding, (i) the minimum aggregate principal amount of Incremental Loan Commitments entered into pursuant to any such request (and, accordingly, the minimum aggregate principal amount of any Series of Incremental Loans) shall be (A) $20,000,000 or a larger multiple of $1,000,000 or (B) any other amount consented to by the Administrative Agent and (ii) the aggregate principal amount of all Incremental Loan Commitments established after the date hereof plus the aggregate principal amount of all Revolving Credit Commitment Increases obtained after the date hereof shall not exceed $250,000,000. Except as otherwise expressly provided herein, the Incremental Loans of any Series shall have the interest rate, participation and other fees, commitment reduction schedule (if any), amortization and maturity date, and be subject to such conditions to effectiveness and initial credit extension, as shall be agreed upon by the respective Incremental Lenders of such Series, the Borrower and the Administrative Agent (which agreement by the Administrative Agent shall not be unreasonably withheld in the case of interest rates and participation and other fees), provided that in any event (i) the Incremental Loans shall be subject to, and entitled to the benefits of, the collateral security and Guarantees provided for herein and in the other Loan Documents on an equal and ratable basis with each other Loan, (ii) the maturity for Incremental Loans shall not be earlier than the Term Loan Maturity Date for Tranche B Term Loans and may be later than such Term Loan Maturity Date to the extent so agreed by the Borrower and such Incremental Lenders and (iii) the weighted average-life-to-maturity for such Series of Incremental Loans shall not be shorter than the weighted average-life-to-maturity for the Tranche B Term Loans and may be longer than the weighted average-life-to-maturity for the Tranche B Term Loans to the extent so agreed by the Borrower and such Incremental Lenders. Following the acceptance by the Borrower of the offers made by any one or more Lenders to make any Series of Incremental Loans pursuant to the foregoing provisions of this paragraph (d), each Incremental Lender in respect of such Series of Incremental Loans severally agrees, on the terms and conditions of this Agreement, to make such Incremental Loans to the Borrower during the period from and including the date of such acceptance to and including the commitment termination date specified in the agreement entered into with respect to such Series in an aggregate principal amount up to but not exceeding the amount of the Incremental Loan Commitment of such Incremental Lender in respect of such Series as in effect from time to time. Amounts prepaid or repaid in respect of Incremental Loans may not be reborrowed.

Incremental Loans. In addition to Borrowings of Revolving Credit Loans and Term Loans pursuant to paragraphs (a)) Subject to the terms and conditions hereof, each Incremental Dollar Lender severally agrees to make loans in Dollars on a revolving credit basis to the Company (b"Incremental Dollar Loans") and (c) above, at any time and from time to timetime during the period from August 18, 2000 to and including the Borrower may request Incremental Commitment Termination Date; provided, that any one or more no Incremental Dollar Loan shall be made if, after giving effect to the making of such Loan and the simultaneous application of the Lenders or, at the option of the Borrower, other financial institutions or funds selected by the Borrower offer to enter into commitments to make additional term Incremental Loans to the Borrower, in Dollars, under this paragraph (d). In the event that one or more of the Lenders or such other financial institutions or funds offer, in their sole discretion, to enter into such commitments, and such Lenders or financial institutions or funds and the Borrower agree as to the Credit Agreement amount of such commitments that shall be allocated to the respective Lenders or financial institutions or funds making such offers and the fees (if any) to be payable by the Borrower in connection therewith, such Lenders or financial institutions or funds shall become obligated to make Incremental Loans under this Agreement in an amount equal to the amount of their respective Incremental Loan Commitments (and such financial institutions shall become “Incremental Lenders” hereunder). The Incremental Loans to be made pursuant to any such agreement between the Borrower and any such Lenders or financial institutions or funds in response to any such request by the Borrower shall be deemed to be a separate “Series” of Incremental Loans for all purposes of this Agreement. Anything herein to the contrary notwithstandingproceeds thereof, (i) the minimum sum of the aggregate amount of the Domestic Revolving Credit Exposure of all the Domestic Lenders and the aggregate principal amount outstanding of the Incremental Loan Commitments entered into pursuant to any such request (and, accordingly, Dollar Loans would exceed the minimum aggregate principal amount of any Series of Incremental Loans) shall be (A) $20,000,000 Domestic Borrowing Base then in effect or a larger multiple of $1,000,000 or (B) any other amount consented to by the Administrative Agent and (ii) the aggregate principal amount outstanding of all Incremental Loan Commitments established after the date hereof plus the aggregate principal amount of all Revolving Credit Commitment Increases obtained after the date hereof shall not exceed $250,000,000. Except as otherwise expressly provided herein, the Incremental Dollar Loans would exceed the Incremental Dollar Credit Commitments; and provided, further, that the making of any Series each Incremental Dollar Loan shall have the interest rate, participation and other fees, commitment reduction schedule (if any), amortization and maturity date, and be subject to such conditions the Domestic Revolving Credit Commitments , being fully utilized (except to effectiveness and initial credit extension, as shall the extent a portion thereof may be agreed upon reasonably reserved by the respective Borrower to meet its expected requirements for the issuances of Letters of Credit.) Amounts borrowed under this subsection 3A.1(a) may be repaid in whole or in part and, up to but excluding the Incremental Lenders of such SeriesCommitment Termination Date, reborrowed, all in accordance with the Borrower terms and the Administrative Agent (which agreement by the Administrative Agent shall not conditions hereof. The Incremental Dollar Loans may from time to time be unreasonably withheld in the case of interest rates and participation and other fees), provided that in any event (i) the Incremental Loans shall be subject to, and entitled to the benefits of, the collateral security and Guarantees provided for herein and in the other Loan Documents on an equal and ratable basis with each other LoanEurodollar Loans, (ii) the maturity for Incremental ABR Loans shall not be earlier than the Term Loan Maturity Date for Tranche B Term Loans and may be later than such Term Loan Maturity Date to the extent so agreed by the Borrower and such Incremental Lenders and or (iii) a combination thereof, as determined by the weighted average-life-to-maturity for such Series Company and set forth in the notice of borrowing or notice of conversion with respect thereto; provided, that (x) no Eurodollar Loan shall be made after the day that is one month prior to the Incremental Loans shall not be shorter than the weighted average-life-to-maturity for the Tranche B Term Loans Commitment Termination Date and may be longer than the weighted average-life-to-maturity for the Tranche B Term (y) any Incremental Dollar Loans to the extent so agreed by the Borrower and such Incremental Lenders. Following the acceptance by the Borrower of the offers be made by any one or more Lenders to make any Series of Incremental Loans pursuant to the foregoing provisions of this paragraph (d)on August 18, each Incremental Lender in respect of such Series of Incremental Loans severally agrees, on the terms and conditions of this Agreement, to make such Incremental Loans to the Borrower during the period from and including the date of such acceptance to and including the commitment termination date specified in the agreement entered into with respect to such Series in an aggregate principal amount up to but not exceeding the amount of the Incremental Loan Commitment of such Incremental Lender in respect of such Series 2000 shall be made entirely as in effect from time to time. Amounts prepaid or repaid in respect of Incremental Loans may not be reborrowedABR Loans.

Incremental Loans. In addition to Borrowings of Revolving Credit Loans and Term Loans pursuant to paragraphs (a), (b) and (c) above, at any time and from time to time, the Borrower may request that any one or more of the Lenders or, at the option of the Borrower, (or other financial institutions or funds selected agreed to by the Borrower and the Administrative Agent) offer to enter into commitments to make additional term loans (each such loan being herein called an "Incremental Loans to the Borrower, in Dollars, Loan") under this paragraph (d). In the event that one or more of the Lenders (or such other financial institutions or funds institutions) offer, in their sole discretion, to enter into such commitments, and such Lenders (or financial institutions or funds institutions) and the Borrower agree as to the Credit Agreement amount of such commitments that shall be allocated to the respective Lenders (or financial institutions or funds institutions) making such offers and the fees (if any) to be payable by the Borrower in connection therewith, such Lenders (or financial institutions or funds institutions) shall become obligated to make Incremental Loans under this Agreement in an amount equal to the amount of their respective Incremental Loan Commitments (and such financial institutions shall become “"Incremental Loan Lenders” " hereunder). The Incremental Loans to be made pursuant to any such agreement between the Borrower and one or more Lenders (including any such Lenders or financial institutions or funds new Lenders) in response to any such request by the Borrower shall be deemed to be a separate “"Series” " of Incremental Loans for all purposes of this Agreement. Anything herein to the contrary notwithstanding, (i) the minimum aggregate principal amount of Incremental Loan Commitments entered into pursuant to any such request (and, accordingly, the minimum aggregate principal amount of any Series of Incremental Loans) shall be (A) $20,000,000 or a larger multiple of $1,000,000 or (B) any other amount consented to by the Administrative Agent 10,000,000 and (ii) the aggregate principal amount of all Incremental Loan Commitments established after the date hereof plus the aggregate principal amount of and all Revolving Credit Commitment Increases obtained after the date hereof shall not exceed $250,000,000. Except as otherwise expressly provided herein, the Incremental Loans of any Series shall have the interest rate, participation and other fees, commitment reduction schedule (if any), amortization and maturity date, and be subject to such conditions to effectiveness and initial credit extension, as shall be agreed upon by the respective Incremental Lenders of such Series, the Borrower and the Administrative Agent (which agreement by the Administrative Agent shall not be unreasonably withheld in the case of interest rates and participation and other fees), provided that in any event (i) the Incremental Loans shall be subject to, and entitled to the benefits of, the collateral security and Guarantees provided for herein and in the other Loan Documents on an equal and ratable basis with each other Loan, (ii) the maturity for Incremental Loans shall not be earlier than the Term Loan Maturity Date for Tranche B Term Loans and may be later than such Term Loan Maturity Date to the extent so agreed by the Borrower and such Incremental Lenders and (iii) the weighted average-life-to-maturity for such outstanding Series of Incremental Loans shall not be shorter than exceed $500,000,000; provided that (A) the weighted average-life-to-maturity for Incremental Loans (designated Tranche D Term Loans) made upon the Amendment No. 2 Effective Date and the Tranche B C Term Loans shall be in addition to and may not utilize such $500,000,000 limit, so long as the requirements set forth in the last sentence of the definition of "Incremental Loan Commitment" in Section 1.01 shall be longer than satisfied in respect of such Loans and (B) the weighted average-life-to-maturity Additional Tranche Term A Loans made upon the Amendment No. 1 Effective Date shall not be deemed to be Incremental Loans for the Tranche B Term Loans to the extent so agreed by the Borrower and such Incremental Lendersany purpose of this Agreement. Following the acceptance by the Borrower of the offers made by any one or more Lenders to make any Series of Incremental Loans pursuant to the foregoing provisions of this paragraph (d), each Incremental Loan Lender in respect of such Series of Incremental Loans severally agrees, on the terms and conditions of this Agreement, to make such Incremental Loans to the Borrower during the period from and including the date of such acceptance to and including the commitment termination date specified in the agreement entered into with respect to such Series in an aggregate principal amount up to but not exceeding the amount of the Incremental Loan Commitment of such Incremental Loan Lender in respect of such Series as in effect from time to time. Amounts The Incremental Loans (designated Tranche D Term Loans) upon the Amendment No. 2 Effective Date, may, at the option of an Incremental Loan Lender, be made through the conversion of existing Tranche C Term Loans into Incremental Loans of such Series as provided in the last sentence of the definition of "Incremental Loan Commitment" in Section 1.01 (and each reference in this Agreement to the making of any such Incremental Loans or words of similar import, shall in the case of such Lender be deemed to include such conversion). Thereafter, subject to the terms and conditions of this Agreement, the Borrower may convert Incremental Loans of such Series of one Type into Incremental Loans of such Series of another Type (as provided in Section 2.06) or continue Incremental Loans of such Series of one Type as Incremental Loans of such Series of the same Type (as provided in Section 2.06). Incremental Loans of any Series that are prepaid or repaid in respect may not be reborrowed as Incremental Loans of the same Series. Proceeds of Incremental Loans may not shall be reborrowedavailable for any use permitted under the applicable provisions of Section 6.09."

Incremental Loans. In addition to Borrowings of Revolving Credit Loans and Term Loans pursuant to paragraphs (a), (b) and (cb) above, at any time and from time to time, the Borrower Company (and a Subsidiary designated by the Company in accordance with the requirements of Section 5.02(b) or Section 5.02(c)) may request that any one or more of the Lenders or, at the option of the Borrower, (or other financial institutions or funds selected agreed to by the Borrower Company and the Administrative Agent) offer to enter into commitments to make additional term loans (each such loan being herein called an “Incremental Loans to the Borrower, in Dollars, Loan”) under this paragraph (dc) to the Company (or, as applicable, such Subsidiary Borrower). In the event that one or more of the Lenders (or such other financial institutions or funds institutions) offer, in their sole discretion, to enter into such commitments, and such Lenders (or financial institutions or funds institutions) and the Borrower Company agree as to the Credit Agreement amount of such commitments that shall be allocated to the respective Lenders (or financial institutions or funds institutions) making such offers and the fees (if any) to be payable by the Borrower Company in connection therewith, such Lenders (or financial institutions or funds institutions) shall become obligated to make Incremental Loans under this Agreement in an amount equal to the amount of their respective Incremental Loan Commitments (and such financial institutions shall become “Incremental Loan Lenders” hereunder). The Incremental Loans to be made pursuant to any such agreement between the Borrower Company (or, as applicable, the respective Subsidiary Borrower) and one or more Lenders (including any such Lenders or financial institutions or funds new Lenders) in response to any such request by the Borrower Company shall be deemed to be a separate “Series” of Incremental Loans for all purposes of this Agreement. Anything herein to the contrary notwithstanding, (i) the minimum aggregate principal amount of Incremental Loan Commitments entered into pursuant to any such request (and, accordingly, the minimum aggregate principal amount of any Series of Incremental Loans) shall be $50,000,000 (A) except that in the case of Incremental Loan Commitments made available to a Subsidiary Borrower, such minimum aggregate principal amount shall be $20,000,000 or a larger multiple of $1,000,000 or (B) any other amount consented to by the Administrative Agent and 5,000,000), (ii) the aggregate principal amount of all Incremental Loan Commitments established after and all outstanding Series of Incremental Loans shall not exceed $500,000,000 (excluding (i) the date hereof plus $37,000,000 of Series A Incremental Loans, (ii) the $150,000,000 of Series B Incremental Loans, (iii) the $20,000,000 of Series C Incremental Loans, (iv) the $7,000,000 of Series D Incremental Loans, (v) the $250,000,000 of Series E Incremental Loans, (vi) the $325,000,000 of Series F Incremental Loans and (vii) the $43,000,000 of additional Incremental Loans that may be made to Subsidiary Borrowers), and (iii) the aggregate principal amount of all Revolving Credit Commitment Increases obtained after the date hereof Incremental Loan Commitments and all outstanding Series of Incremental Loans to all Subsidiary Borrowers shall not exceed $250,000,000107,000,000. Except as otherwise expressly provided herein, the Incremental Loans of any Series shall have the interest rate, participation and other fees, commitment reduction amortization schedule (if any), amortization and maturity date, and be subject to such conditions to effectiveness and initial credit extension, date as shall be agreed upon by the respective Incremental Lenders of such Series, the Borrower in respect thereof and the Administrative Agent Company (which agreement by the Administrative Agent shall not be unreasonably withheld or, in the case of interest rates and participation and other fees), provided that in any event (i) the Incremental Loans shall be subject toto a Subsidiary Borrower, and entitled to the benefits of, the collateral security and Guarantees provided for herein and in the other Loan Documents on an equal and ratable basis with each other Loan, (ii) the maturity for Incremental Loans shall not be earlier than the Term Loan Maturity Date for Tranche B Term Loans and may be later than such Term Loan Maturity Date to the extent so agreed by the Borrower and such Incremental Lenders and (iii) the weighted average-life-to-maturity for such Series of Incremental Loans shall not be shorter than the weighted average-life-to-maturity for the Tranche B Term Loans and may be longer than the weighted average-life-to-maturity for the Tranche B Term Loans to the extent so agreed by the Borrower and such Incremental LendersSubsidiary Borrower). Following the acceptance by the Borrower Company of the offers made by any one or more Lenders to make any Series of Incremental Loans pursuant to the foregoing provisions of this paragraph (dc), each Incremental Loan Lender in respect of such Series of Incremental Loans severally agrees, on the terms and conditions of this Agreement, to make such Incremental Loans to the Borrower Company or the respective Subsidiary Borrower, as applicable, during the period from and including the date of such acceptance to and including the commitment termination date specified in the agreement entered into with respect to such Series in an aggregate principal amount up to but not exceeding the amount of the Incremental Loan Commitment of such Incremental Loan Lender in respect of such Series as in effect from time to time. Amounts Thereafter, subject to the terms and conditions of this Agreement, the Company or the respective Subsidiary Borrower, as applicable, may convert Incremental Loans of such Series of one Type into Incremental Loans of such Series of another Type (as provided in Section 2.06) or continue Incremental Loans of such Series of one Type as Incremental Loans of such Series of the same Type (as provided in Section 2.06). Incremental Loans of any Series that are prepaid or repaid in respect may not be reborrowed as Incremental Loans of the same Series. Proceeds of Incremental Loans may not shall be reborrowedavailable for any use permitted under the applicable provisions of Section 6.09.”

Incremental Loans. In addition to Borrowings of Revolving Credit Loans and Term Loans pursuant to paragraphs paragraph (a), (b) and (c) above, at any time and from time to timetime prior to second anniversary of the Effective Date, the Borrower Company may request that any one or more of Persons (which may include the Lenders or, at the option of the Borrower, other financial institutions or funds selected by the Borrower Lenders) offer to enter into commitments to make additional term loans (each such loan being herein called an "Incremental Loans to the Borrower, in Dollars, Loan") under this paragraph (db), it being understood that if such offer is to be made by any Person that is not already a Lender hereunder, the Administrative Agent shall have consented to such Person being a Lender hereunder to the extent such consent would be required pursuant to Section 10.04(b) in the event of an assignment to such Person. In the event that one or more of the Lenders or such other financial institutions or funds Persons offer, in their sole discretion, to enter into such commitments, and such Lenders or financial institutions or funds Persons and the Borrower Company agree as to the Credit Agreement amount of such commitments that shall be allocated to the respective Lenders or financial institutions or funds Persons making such offers and the fees (if any) to be payable by the Borrower Company in connection therewiththerewith and the amortization, interest rate and maturity date to be applicable thereto, the Company, such Lenders or financial institutions or funds Persons and the Administrative Agent shall execute and deliver an appropriate agreement with respect thereto, and such Persons shall become obligated to make Incremental Loans under this Agreement in an amount equal to the amount of their respective Incremental Loan Commitments (and as specified in such financial institutions shall become “Incremental Lenders” hereunder)agreement. The Incremental Loans to be made pursuant to any such agreement between the Borrower Company and any such one or more Lenders or financial institutions or funds in response to any such request by the Borrower Company shall be deemed to be a separate “"Series” " of Incremental Loans for all purposes of this Agreement. Credit Agreement Anything herein to the contrary notwithstanding, (i) the minimum aggregate principal amount of Incremental Loan Commitments entered into pursuant to any such request (and, accordingly, the minimum aggregate principal amount of any Series of Incremental Loans) following additional provisions shall be (A) $20,000,000 or a larger multiple of $1,000,000 or (B) any other amount consented applicable to by the Administrative Agent and (ii) the aggregate principal amount of all Incremental Loan Commitments established after the date hereof plus the aggregate principal amount of all Revolving Credit Commitment Increases obtained after the date hereof shall not exceed $250,000,000. Except as otherwise expressly provided herein, the Incremental Loans of any Series shall have the interest rate, participation and other fees, commitment reduction schedule (if any), amortization and maturity date, and be subject to such conditions to effectiveness and initial credit extension, as shall be agreed upon by the respective Incremental Lenders of such Series, the Borrower and the Administrative Agent (which agreement by the Administrative Agent shall not be unreasonably withheld in the case of interest rates and participation and other fees), provided that in any event (i) the Incremental Loans shall be subject to, and entitled to the benefits of, the collateral security and Guarantees provided for herein and in the other Loan Documents on an equal and ratable basis with each other Loan, (ii) the maturity for Incremental Loans shall not be earlier than the Term Loan Maturity Date for Tranche B Term Loans and may be later than such Term Loan Maturity Date to the extent so agreed by the Borrower and such Incremental Lenders and (iii) the weighted average-life-to-maturity for such Series of Incremental Loans shall not be shorter than the weighted average-life-to-maturity for the Tranche B Term Loans and may be longer than the weighted average-life-to-maturity for the Tranche B Term Loans to the extent so agreed by the Borrower and such Incremental Lenders. Following the acceptance by the Borrower of the offers made by any one or more Lenders to make any Series of Incremental Loans pursuant to the foregoing provisions of this paragraph (d), each Incremental Lender in respect of such Series of Incremental Loans severally agrees, on the terms and conditions of this Agreement, to make such Incremental Loans to the Borrower during the period from and including the date of such acceptance to and including the commitment termination date specified in the agreement entered into with respect to such Series in an aggregate principal amount up to but not exceeding the amount of the Incremental Loan Commitment Commitments, and Incremental Loans, of such Incremental Lender in respect of such Series as in effect from time to time. Amounts prepaid or repaid in respect of Incremental Loans may not be reborrowed.any Series:

Incremental Loans. In addition to Borrowings of Syndicated Revolving Credit Loans and Term Loans pursuant to paragraphs paragraph (a), (b) and (c) above, at any time and from time to time, the Borrower Company may request that any one or more of the Lenders or, at the option of the BorrowerBorrowers, other financial institutions or funds selected by the Borrower Borrowers and consented to by the Administrative Agent (which agrees not to withhold such consent unreasonably) offer to enter into commitments to make additional term revolving Incremental Loans to the Borrower, in Dollars, Dollars and other Currencies under this paragraph (d)b) to the Borrowers. In the event that one or more of the Lenders or such other financial institutions or funds offer, in their sole discretion, to enter into such commitments, and such Lenders or financial institutions or funds and the Borrower Borrowers agree as to the Credit Agreement amount of such commitments that shall be allocated to the respective Lenders or financial institutions or funds making such offers and the fees (if any) to be payable by the Borrower Borrowers in connection therewith, such Lenders or financial institutions or funds shall become obligated to make Incremental Loans under this Agreement in an amount equal to the amount of their respective Incremental Loan Commitments (and such financial institutions shall become “Incremental Loan Lenders” hereunder). The Incremental Loans to be made pursuant to any such agreement between the Borrower and any such Lenders or financial institutions or funds Borrowers in response to any such request by the Borrower Company shall be deemed to be a separate “Series” of Incremental Loans for all purposes of this Agreement. Anything herein to the contrary notwithstanding, (i) the minimum aggregate principal amount of Incremental Loan Commitments entered into pursuant to any such request (and, accordingly, the minimum aggregate principal amount of any Series of Incremental Loans) shall be (A) $20,000,000 or a larger multiple of $1,000,000 or (B) any other amount consented to by the Administrative Agent and (ii) the aggregate principal amount of all Incremental Loan Commitments established after the date hereof plus the aggregate principal amount and all outstanding Series of all Incremental Loans, together with any increase of Revolving Credit Commitment Increases obtained after the date hereof Commitments pursuant to Section 2.08(e) and increase in Synthetic LC Funding Amounts pursuant to Section 3.08(e), shall not exceed $250,000,000100,000,000. Except as otherwise expressly provided herein, the Incremental Loans of any Series shall have the interest rate, participation and other fees, commitment reduction schedule (if any), amortization ) and maturity date, and be subject to such conditions to effectiveness and initial credit extension, as shall be agreed upon by the respective Incremental Loan Lenders of such Series, the Borrower Series and the Administrative Agent (which agreement by the Administrative Agent shall not be unreasonably withheld in the case of interest rates and participation and other fees)Borrowers, provided that in any event (i) the Incremental Loans shall be subject to, and entitled to the benefits of, the collateral security and Guarantees provided for herein and in the other Loan Documents on an equal and ratable basis with each other Loan, Obligation and (ii) the maturity or commitment termination date for any Incremental Loans shall not be earlier than the Term Loan Maturity Commitment Termination Date for Tranche B Term Loans and may be later than such Term Loan Maturity the Commitment Termination Date to the extent so agreed by the Borrower Borrowers and such Incremental Lenders and (iii) the weighted average-life-to-maturity for such Series of Incremental Loans shall not be shorter than the weighted average-life-to-maturity for the Tranche B Term Loans and may be longer than the weighted average-life-to-maturity for the Tranche B Term Loans to the extent so agreed by the Borrower and such Incremental Loan Lenders. Following the acceptance by the Borrower Borrowers of the offers made by any one or more Lenders to make any Series of Incremental Loans pursuant to the foregoing provisions of this paragraph (db), each Incremental Loan Lender in respect of such Series of Incremental Loans severally agrees, on the terms and conditions of this Agreement, to make such Incremental Loans to the Borrower Borrowers during the period from and including the date of such acceptance to and including the commitment termination date specified in the agreement entered into with respect to such Series in an aggregate principal amount up to but not exceeding the amount of the Incremental Loan Commitment of such Incremental Loan Lender in respect of such Series as in effect from time to time. Amounts prepaid or repaid in respect Thereafter, subject to the terms and conditions of this Agreement, the Borrowers may convert Incremental Loans may not be reborrowedof such Series of one Type into Incremental Loans of such Series of another Type (as provided in Section 2.07) or continue Incremental Loans of such Series of one Type as Incremental Loans of such Series of the same Type (as provided in Section 2.07).

Incremental Loans. In addition to Borrowings of Revolving Credit Loans and Term Loans pursuant to paragraphs (a), (b) and (c) above, at any time and from time to time, the Borrower may request that any one or more of the Lenders or, at the option of the Borrower, (or other financial institutions or funds selected agreed to by the Borrower and the Administrative Agent) offer to enter into commitments to make additional term loans (each such loan being herein called an "Incremental Loans to the Borrower, in Dollars, Loan") under this paragraph (d). In the event that one or more of the Lenders (or such other financial institutions or funds institutions) offer, in their sole discretion, to enter into such commitments, and such Lenders (or financial institutions or funds institutions) and the Borrower agree as to the Credit Agreement amount of such commitments that shall be allocated to the respective Lenders (or financial institutions or funds institutions) making such offers and the fees (if any) to be payable by the Borrower in connection therewith, such Lenders (or financial institutions or funds institutions) shall become obligated to make Incremental Loans under this Agreement in an amount equal to the amount of their respective Incremental Loan Commitments (and such financial institutions shall become “"Incremental Loan Lenders” " hereunder). The Incremental Loans to be made pursuant to any such agreement between the Borrower and one or more Lenders (including any such Lenders or financial institutions or funds new Lenders) in response to any such request by the Borrower shall be deemed to be a separate “"Series” " of Incremental Loans for all purposes of this Agreement. Anything herein to the contrary notwithstanding, (i) the minimum aggregate principal amount of Incremental Loan Commitments entered into pursuant to any such request (and, accordingly, the minimum aggregate principal amount of any Series of Incremental Loans) shall be (A) $20,000,000 or a larger multiple of $1,000,000 or (B) any other amount consented to by the Administrative Agent 10,000,000 and (ii) the aggregate principal amount of all Incremental Loan Commitments established after the date hereof plus the aggregate principal amount of and all Revolving Credit Commitment Increases obtained after the date hereof shall not exceed $250,000,000. Except as otherwise expressly provided herein, the Incremental Loans of any Series shall have the interest rate, participation and other fees, commitment reduction schedule (if any), amortization and maturity date, and be subject to such conditions to effectiveness and initial credit extension, as shall be agreed upon by the respective Incremental Lenders of such Series, the Borrower and the Administrative Agent (which agreement by the Administrative Agent shall not be unreasonably withheld in the case of interest rates and participation and other fees), provided that in any event (i) the Incremental Loans shall be subject to, and entitled to the benefits of, the collateral security and Guarantees provided for herein and in the other Loan Documents on an equal and ratable basis with each other Loan, (ii) the maturity for Incremental Loans shall not be earlier than the Term Loan Maturity Date for Tranche B Term Loans and may be later than such Term Loan Maturity Date to the extent so agreed by the Borrower and such Incremental Lenders and (iii) the weighted average-life-to-maturity for such outstanding Series of Incremental Loans shall not be shorter than the weighted average-life-to-maturity for the Tranche B Term Loans and may be longer than the weighted average-life-to-maturity for the Tranche B Term Loans to the extent so agreed by the Borrower and such Incremental Lendersexceed $500,000,000. Following the acceptance by the Borrower of the offers made by any one or more Lenders to make any Series of Incremental Loans pursuant to the foregoing provisions of this paragraph (d), each Incremental Loan Lender in respect of such Series of Incremental Loans severally agrees, on the terms and conditions of this Agreement, to make such Incremental Loans to the Borrower during the period from and including the date of such acceptance to and including the commitment termination date specified in the agreement entered into with respect to such Series in an aggregate principal amount up to but not exceeding the amount of the Incremental Loan Commitment of such Incremental Loan Lender in respect of such Series as in effect from time to time. Amounts prepaid or repaid in respect Thereafter, subject to the terms and conditions of this Agreement, the Borrower may convert Incremental Loans of such Series of one Type into Incremental Loans of such Series of another Type (as provided in Section 2.06) or continue Incremental Loans of such Series of one Type as Incremental Loans of such Series of the same Type (as provided in Section 2.06). Incremental Loans of any Series that are prepaid may not be reborrowedreborrowed as Incremental Loans of the same Series.

Incremental Loans. In addition to Borrowings of Revolving Credit Loans and Term Loans pursuant to paragraphs paragraph (a), (b) and (c) above, at any time and from time to timetime prior to the Commitment Termination Date, the Borrower may request that any one or more of the Lenders or, at Persons (which may include the option of the Borrower, other financial institutions or funds selected by the Borrower Lenders) offer to enter into commitments to make additional term loans (each such loan being herein called an "Incremental Loans to the Borrower, in Dollars, Loan") under this paragraph (db), it being understood that if such offer is to be made by any Person that is not already a Lender hereunder, the Administrative Agent shall have consented to such Person being a Lender hereunder to the extent such consent would be required pursuant to Section 9.04(b) in the event of an assignment to such Person. In the event that one or more of the Lenders or such other financial institutions or funds Persons offer, in their sole discretion, to enter into such commitments, and such Lenders or financial institutions or funds Persons and the Borrower agree as to the Credit Agreement amount of such commitments that shall be allocated to the respective Lenders or financial institutions or funds Persons making such offers and the fees (if any) to be payable by the Borrower in connection therewiththerewith and the amortization and maturity date to be applicable thereto, the Borrower, such Lenders or financial institutions or funds Persons and the Administrative Agent shall execute and deliver an appropriate agreement with respect thereto, and such Persons shall become obligated to make Incremental Loans under this Agreement in an amount equal to the amount of their respective Incremental Loan Commitments (and as specified in such financial institutions shall become “Incremental Lenders” hereunder)agreement. The Incremental Loans to be made pursuant to any such agreement between the Borrower and any such one or more Lenders or financial institutions or funds in response to any such request by the Borrower shall be deemed to be a separate “"Series” " of Incremental Loans for all purposes of this Agreement. Anything herein to the contrary notwithstanding, (i) the minimum aggregate principal amount of Incremental Loan Commitments entered into pursuant to any such request (and, accordingly, the minimum aggregate principal amount of any Series of Incremental Loans) shall be (A) $20,000,000 or a larger multiple of $1,000,000 or (B) any other amount consented to by the Administrative Agent and 25,000,000, (ii) the aggregate principal amount of all Incremental Loan Commitments established after the date hereof plus the aggregate principal amount of all Revolving Credit Commitment Increases obtained after the date hereof and Incremental Loans shall not exceed $250,000,000. Except as otherwise expressly provided herein, 150,000,000 and (iii) the final maturity for the Incremental Loans of any Series shall have the interest rate, participation and other fees, commitment reduction schedule (if any), amortization and maturity date, and be subject to such conditions to effectiveness and initial credit extension, as shall be agreed upon by the respective Incremental Lenders of such Series, the Borrower and the Administrative Agent (which agreement by the Administrative Agent shall not be unreasonably withheld in the case of interest rates and participation and other fees), provided that in any event (i) the Incremental Loans shall be subject to, and entitled to the benefits of, the collateral security and Guarantees provided for herein and in the other Loan Documents on an equal and ratable basis with each other Loan, (ii) the maturity for Incremental Loans shall not be earlier than the Term Loan Maturity Commitment Termination Date for Tranche B Term Loans and may be or later than such Term Loan Maturity Date the earliest regularly scheduled maturity or mandatory prepayment for any Indebtedness incurred pursuant to the extent so agreed by the Borrower and such Incremental Lenders and (iii) the weighted average-life-to-maturity for such Series of Incremental Loans shall not be shorter than the weighted average-life-to-maturity for the Tranche B Term Loans and may be longer than the weighted average-life-to-maturity for the Tranche B Term Loans to the extent so agreed by the Borrower and such Incremental LendersSection 6.01(g). Following the acceptance by the Borrower of the offers made by any one or more Incremental Loan Lenders to make any Series of Incremental Loans pursuant to the foregoing provisions of this paragraph (db), and the execution and delivery of an agreement with respect thereto as described in such foregoing provisions, each Incremental Loan Lender in respect of such Series of Incremental Loans severally agrees, on the terms and conditions of this Agreement, to make such Incremental Loans to the Borrower in Dollars during the period from and including the date of availability period for such acceptance Loans as agreed to between the Borrower and including the commitment termination date specified in the agreement entered into with respect to such Series Incremental Loan Lenders in an aggregate principal amount up to but not exceeding the amount of the Incremental Loan Commitment of such Incremental Loan Lender in respect of such Series as in effect from time to time. Amounts Thereafter, subject to the terms and conditions of this Agreement, the Borrower may convert Incremental Loans of such Series of one Type into Incremental Loans of such Series of another Type (as provided in Section 2.06) or continue Incremental Loans of such Series of one Type as Incremental Loans of such Series of the same Type (as provided in Section 2.06). Incremental Loans of any Series that are prepaid or repaid in respect of Incremental Loans may not be reborrowedreborrowed as Incremental Loans of the same Series.

Incremental Loans. In addition to Borrowings of Revolving Credit Loans and Term Loans pursuant to paragraphs (a), (b) and (cb) above, at any time and from time to timetime prior to the Incremental Loan Commitment Termination Date, the Borrower may request that any one or more of the Lenders or, at the option of the Borrower, other financial institutions or funds selected by the Borrower offer to enter into commitments to make additional term loans (each such loan being herein called an "Incremental Loans to the Borrower, in Dollars, Loan") under this paragraph (dc). In the event that one or more of the Lenders or such other financial institutions or funds offer, in their sole discretion, to enter into such commitments, and such Lenders or financial institutions or funds and the Borrower agree as to the Credit Agreement amount of such commitments that shall be allocated to the respective Lenders or financial institutions or funds making such offers and the fees (if any) to be payable by the Borrower in connection therewith, such Lenders or financial institutions or funds shall become obligated to make Incremental Loans under this Agreement in an amount equal to the amount of their respective Incremental Loan Commitments (and such financial institutions shall become “Incremental Lenders” hereunder)Commitments. The Incremental Loans to be made pursuant to any such agreement between the Borrower and any such one or more Lenders or financial institutions or funds in response to any such request by the Borrower shall be deemed to be a separate “"Series” " of Incremental Loans for all purposes of this Agreement. Anything herein to the contrary notwithstanding, (i) the minimum aggregate principal amount of Incremental Loan Commitments entered into pursuant to any such request (and, accordingly, the minimum aggregate principal amount of any Series of Incremental Loans) shall be (A) $20,000,000 or a larger multiple of $1,000,000 or (B) any other amount consented to by the Administrative Agent 5,000,000 and (ii) the aggregate principal amount of all Incremental Loan Commitments established after the date hereof plus the aggregate principal amount of all Revolving Credit Commitment Increases obtained after the date hereof and Incremental Loans shall not exceed $250,000,000. Except as otherwise expressly provided herein, the Incremental Loans of any Series shall have the interest rate, participation and other fees, commitment reduction schedule (if any), amortization and maturity date, and be subject to such conditions to effectiveness and initial credit extension, as shall be agreed upon by the respective Incremental Lenders of such Series, the Borrower and the Administrative Agent (which agreement by the Administrative Agent shall not be unreasonably withheld in the case of interest rates and participation and other fees), provided that in any event (i) the Incremental Loans shall be subject to, and entitled to the benefits of, the collateral security and Guarantees provided for herein and in the other Loan Documents on an equal and ratable basis with each other Loan, (ii) the maturity for Incremental Loans shall not be earlier than the Term Loan Maturity Date for Tranche B Term Loans and may be later than such Term Loan Maturity Date to the extent so agreed by the Borrower and such Incremental Lenders and (iii) the weighted average-life-to-maturity for such Series of Incremental Loans shall not be shorter than the weighted average-life-to-maturity for the Tranche B Term Loans and may be longer than the weighted average-life-to-maturity for the Tranche B Term Loans to the extent so agreed by the Borrower and such Incremental Lenders100,000,000. Following the acceptance by the Borrower of the offers made by any one or more Lenders to make any Series of Incremental Loans pursuant to the foregoing provisions of this paragraph (dSection 2.01(c), each Incremental Loan Lender in respect of such Series of Incremental Loans severally agrees, on the terms and conditions of this Agreement, to make such Incremental Loans to the Borrower in Dollars during the period from and including the date of such acceptance to and including but excluding the commitment termination date specified in the agreement entered into with respect to such Series Incremental Loan Commitment Termination Date in an aggregate principal amount up to but not exceeding the amount of the Incremental Loan Commitment of such Incremental Loan Lender in respect of such Series as in effect from time to time. Amounts Thereafter, subject to the terms and conditions of this Agreement, the Borrower may convert Incremental Loans of such Series of one Type into Incremental Loans of such Series of another Type (as provided in Section 2.06) or continue Incremental Loans of such Series of one Type as Incremental Loans of such Series of the same Type (as provided in Section 2.06). Incremental Loans of any Series that are prepaid or repaid in respect may not be reborrowed as Incremental Loans of the same Series. Proceeds of Incremental Loans may not shall be reborrowedavailable for any use permitted under the applicable provisions of Section 6.09.

Incremental Loans. In addition to Borrowings of Revolving Credit Loans and Term Loans pursuant to paragraphs (a), (b) and (c) above, at any time and from time to time, the Borrower may request that any one or more of the Lenders or, at the option of the Borrower, other financial institutions or funds selected by the Borrower offer to enter into commitments to make additional term loans (each such loan being herein called an "Incremental Loans to the Borrower, in Dollars, Loan") under this paragraph (d). In the event that one or more of the Lenders or such other financial institutions or funds offer, in their sole discretion, to enter into such commitments, and such Lenders or financial institutions or funds and the Borrower agree as to the Credit Agreement amount of such commitments that shall be allocated to the respective Lenders or financial institutions or funds making such offers and the fees (if any) to be payable by the Borrower in connection therewith, such Lenders or financial institutions or funds shall become obligated to make Incremental Loans under this Agreement in an amount equal to the amount of their respective Incremental Loan Commitments (and such financial institutions shall become “Incremental Lenders” hereunder)Commitments. The Incremental Loans to be made pursuant to any such agreement between the Borrower and any such one or more Lenders or financial institutions or funds in response to any such request by the Borrower shall be deemed to be a separate “"Series” " of Incremental Loans for all purposes of this Agreement. Anything herein to the contrary notwithstanding, (i) the minimum aggregate principal amount of Incremental Loan Commitments entered into pursuant to any such request (and, accordingly, the minimum aggregate principal amount of any Series of Incremental Loans) shall be (A) $20,000,000 or a larger multiple of $1,000,000 or (B) any other amount consented to by the Administrative Agent 10,000,000 and (ii) the aggregate principal amount of all Incremental Loan Commitments established after the date hereof plus the aggregate principal amount of and all Revolving Credit Commitment Increases obtained after the date hereof shall not exceed $250,000,000. Except as otherwise expressly provided herein, the Incremental Loans of any Series shall have the interest rate, participation and other fees, commitment reduction schedule (if any), amortization and maturity date, and be subject to such conditions to effectiveness and initial credit extension, as shall be agreed upon by the respective Incremental Lenders of such Series, the Borrower and the Administrative Agent (which agreement by the Administrative Agent shall not be unreasonably withheld in the case of interest rates and participation and other fees), provided that in any event (i) the Incremental Loans shall be subject to, and entitled to the benefits of, the collateral security and Guarantees provided for herein and in the other Loan Documents on an equal and ratable basis with each other Loan, (ii) the maturity for Incremental Loans shall not be earlier than the Term Loan Maturity Date for Tranche B Term Loans and may be later than such Term Loan Maturity Date to the extent so agreed by the Borrower and such Incremental Lenders and (iii) the weighted average-life-to-maturity for such outstanding Series of Incremental Loans shall not be shorter than the weighted average-life-to-maturity for the Tranche B Term Loans and may be longer than the weighted average-life-to-maturity for the Tranche B Term Loans to the extent so agreed by the Borrower and such Incremental Lendersexceed $750,000,000. Following the acceptance by the Borrower of the offers made by any one or more Lenders to make any Series of Incremental Loans pursuant to the foregoing provisions of this paragraph (d), each Incremental Loan Lender in respect of such Series of Incremental Loans severally agrees, on the terms and conditions of this Agreement, to make such Incremental Loans to the Borrower during the period from and including the date of such acceptance to and including the commitment termination date specified in the agreement entered into with respect to such Series in an aggregate principal amount up to but not exceeding the amount of the Incremental Loan Commitment of such Incremental Loan Lender in respect of such Series as in effect from time to time. Amounts Thereafter, subject to the terms and conditions of this Agreement, the Borrower may convert Incremental Loans of such Series of one Type into Incremental Loans of such Series of another Type (as provided in Section 2.06) or continue Incremental Loans of such Series of one Type as Incremental Loans of such Series of the same Type (as provided in Section 2.06). Incremental Loans of any Series that are prepaid or repaid in respect may not be reborrowed as Incremental Loans of the same Series. Proceeds of Incremental Loans may not shall be reborrowedavailable for any use permitted under the applicable provisions of Section 6.09."

Incremental Loans. In addition to Borrowings of Revolving Credit Loans and Term Loans pursuant to paragraphs (a), (b) and (cb) above, at any time and from time to time, the Borrower Company (and a Subsidiary designated by the Company in accordance with the requirements of Section 5.02(b)) may request that any one or more of the Lenders or, at the option of the Borrower, (or other financial institutions or funds selected agreed to by the Borrower Company and the Administrative Agent) offer to enter into commitments to make additional term loans (each such loan being herein called an "Incremental Loans to the Borrower, in Dollars, Loan") under this paragraph (dc) to the Company (or, as applicable, the Subsidiary Borrower). In the event that one or more of the Lenders (or such other financial institutions or funds institutions) offer, in their sole discretion, to enter into such commitments, and such Lenders (or financial institutions or funds institutions) and the Borrower Company agree as to the Credit Agreement amount of such commitments that shall be allocated to the respective Lenders (or financial institutions or funds institutions) making such offers and the fees (if any) to be payable by the Borrower Company in connection therewith, such Lenders (or financial institutions or funds institutions) shall become obligated to make Incremental Loans under this Agreement in an amount equal to the amount of their respective Incremental Loan Commitments (and such financial institutions shall become “"Incremental Loan Lenders” " hereunder). The Incremental Loans to be made pursuant to any such agreement between the Borrower Company (or, as applicable, the Subsidiary Borrower) and one or more Lenders (including any such Lenders or financial institutions or funds new Lenders) in response to any such request by the Borrower Company shall be deemed to be a separate “"Series” " of Incremental Loans for all purposes of this Agreement. Credit Agreement Anything herein to the contrary notwithstanding, (i) the minimum aggregate principal amount of Incremental Loan Commitments entered into pursuant to any such request (and, accordingly, the minimum aggregate principal amount of any Series of Incremental Loans) shall be $50,000,000 (A) except that in the case of Incremental Loan Commitments made available to the Subsidiary Borrower, such minimum aggregate principal amount shall be $20,000,000 or a larger multiple of $1,000,000 or (B) any other amount consented to by the Administrative Agent and 30,000,000), (ii) the aggregate principal amount of all Incremental Loan Commitments established after the date hereof plus and all outstanding Series of Incremental Loans shall not exceed $500,000,000 and (iii) the aggregate principal amount of all Revolving Credit Commitment Increases obtained after Incremental Loan Commitments and all outstanding Series of Incremental Loans to the date hereof Subsidiary Borrower shall not exceed $250,000,00050,000,000. Except as otherwise expressly provided herein, the Incremental Loans of any Series shall have the interest rate, participation and other fees, commitment reduction amortization schedule (if any), amortization and maturity date, and be subject to such conditions to effectiveness and initial credit extension, date as shall be agreed upon by the respective Incremental Lenders of such Series, the Borrower in respect thereof and the Administrative Agent Company (which agreement by the Administrative Agent shall not be unreasonably withheld or, in the case of interest rates and participation and other fees), provided that in any event (i) the Incremental Loans shall be subject to, and entitled to the benefits of, the collateral security and Guarantees provided for herein and in the other Loan Documents on an equal and ratable basis with each other Loan, (ii) the maturity for Incremental Loans shall not be earlier than the Term Loan Maturity Date for Tranche B Term Loans and may be later than such Term Loan Maturity Date to the extent so agreed by the Borrower and such Incremental Lenders and (iii) the weighted average-life-to-maturity for such Series of Incremental Loans shall not be shorter than the weighted average-life-to-maturity for the Tranche B Term Loans and may be longer than the weighted average-life-to-maturity for the Tranche B Term Loans to the extent so agreed by Subsidiary Borrower, the Borrower and such Incremental LendersSubsidiary Borrower). Following the acceptance by the Borrower Company of the offers made by any one or more Lenders to make any Series of Incremental Loans pursuant to the foregoing provisions of this paragraph (dc), each Incremental Loan Lender in respect of such Series of Incremental Loans severally agrees, on the terms and conditions of this Agreement, to make such Incremental Loans to the Borrower Company or the Subsidiary Borrower, as applicable, during the period from and including the date of such acceptance to and including the commitment termination date specified in the agreement entered into with respect to such Series in an aggregate principal amount up to but not exceeding the amount of the Incremental Loan Commitment of such Incremental Loan Lender in respect of such Series as in effect from time to time. Amounts Thereafter, subject to the terms and conditions of this Agreement, the Company or the Subsidiary Borrower, as applicable, may convert Incremental Loans of such Series of one Type into Incremental Loans of such Series of another Type (as provided in Section 2.06) or continue Incremental Loans of such Series of one Type as Incremental Loans of such Series of the same Type (as provided in Section 2.06). Incremental Loans of any Series that are prepaid or repaid in respect may not be reborrowed as Incremental Loans of the same Series. Proceeds of Incremental Loans may not shall be reborrowedavailable for any use permitted under the applicable provisions of Section 6.09.

Incremental Loans. In addition to Borrowings of Syndicated Revolving Credit Loans and Term Loans pursuant to paragraphs paragraph (a), (b) and (c) above, at any time and from time to time, the Borrower Company may request that any one or more of the Lenders or, at the option of the BorrowerCompany, other financial institutions or funds selected by the Borrower Company offer to enter into commitments to make additional term revolving Incremental Loans to the BorrowerLoans, in Dollars, under this paragraph (d)b) to the Borrowers. In the event that one or more of the Lenders or such other financial institutions or funds offer, in their sole discretion, to enter into such commitments, and such Lenders or financial institutions or funds and the Borrower Company agree as to the Credit Agreement amount of such commitments that shall be allocated to the respective Lenders or financial institutions or funds making such offers and the fees (if any) to be payable by the Borrower Borrowers in connection therewith, such Lenders or financial institutions or funds shall become obligated to make Incremental Loans under this Agreement in an amount equal to the amount of their respective Incremental Loan Commitments (and such financial institutions shall become “Incremental Lenders” hereunder). The Incremental Loans to be made pursuant to any such agreement between the Borrower and any such Lenders or financial institutions or funds Company in response to any such request by the Borrower Company shall be deemed to be a separate “Series” of Incremental Loans for all purposes of this Agreement. Anything herein to the contrary notwithstanding, (i) the minimum aggregate principal amount of Incremental Loan Commitments entered into pursuant to any such request (and, accordingly, the minimum aggregate principal amount of any Series of Incremental Loans) shall be (A) $20,000,000 or a larger multiple of $1,000,000 or (B) any other amount consented to by the Administrative Agent and (ii) immediately after giving effect to the establishment of each Incremental Loan Commitment, the sum of the Net Commitment Increase Amount plus the Net Incremental Increase Amount plus the aggregate principal undrawn amount of all Incremental Loan Commitments established after the date hereof plus the aggregate principal amount of all Revolving Credit Commitment Increases obtained after the date hereof Secured LOCs shall not exceed $250,000,000300,000,000. Except as otherwise expressly provided herein, the Incremental Loans of any Series shall have the interest rate, participation participation, commitment, arrangement, upfront and other similar fees, commitment reduction schedule (if any), amortization ) and maturity date, and be subject to such conditions to effectiveness and initial credit extension, as shall be agreed upon by the respective Incremental Lenders of such Series, the Borrower Series and the Administrative Agent (which agreement by the Administrative Agent shall not be unreasonably withheld in the case of interest rates and participation and other fees)Company, provided that in any event (i) the Incremental Loans shall be subject to, and entitled to the benefits of, the collateral security and Guarantees provided for herein and in the other Loan Documents on an equal and ratable basis with each other LoanGuaranteed Obligation, (ii) the maturity for Incremental Loans shall not be earlier than the Term Loan Maturity Later Commitment Termination Date for Tranche B Term Loans and may be later than such Term Loan Maturity the Later Commitment Termination Date to the extent so agreed by the Borrower Company and such Incremental Lenders and (iii) the weighted average-life-to-maturity for such each Series of Incremental Loans shall not be shorter than the weighted average-life-to-maturity for the Tranche B Term Loans and may be longer than the weighted average-life-to-maturity for the Tranche B Term Loans to the extent so agreed by the Borrower and such Incremental Lenderslongest remaining Revolving Credit Availability Period. Following the acceptance by the Borrower Company of the offers made by any one or more Lenders to make any Series of Incremental Loans pursuant to the foregoing provisions of this paragraph (db), each Incremental Lender in respect of such Series of Incremental Loans severally agrees, on the terms and conditions of this Agreement, to make such Incremental Loans to the Borrower Borrowers during the period from and including the date of such acceptance to and including the commitment termination date specified in the agreement entered into with respect to such Series in an aggregate principal amount up to but not exceeding the amount of the Incremental Loan Commitment of such Incremental Lender in respect of such Series as in effect from time to time. Amounts prepaid or repaid in respect Thereafter, subject to the terms and conditions of this Agreement, the Borrowers may convert Incremental Loans may not be reborrowedof such Series of one Type into Incremental Loans of such Series of another Type (as provided in Section 2.07) or continue Incremental Loans of such Series of one Type as Incremental Loans of such Series of the same Type (as provided in Section 2.07).

Incremental Loans. In addition Subject to Borrowings of Revolving Credit Loans the terms and Term Loans pursuant to paragraphs (a)conditions set forth herein, (b) and (c) abovethe Borrowers shall have the right, at any time and from time to time, time (but not to exceed three (3) increases in the Borrower may request that any one or more of the Lenders or, at the option of the Borrower, other financial institutions or funds selected by the Borrower offer to enter into commitments to make additional term Incremental Loans aggregate) prior to the Borrower, in Dollars, under this paragraph (d). In date that is eighteen months following the event that one or more of the Lenders or such other financial institutions or funds offer, in their sole discretionClosing Date, to enter into such commitments, and such Lenders or financial institutions or funds and the Borrower agree as to the Credit Agreement amount of such commitments that shall be allocated to the respective Lenders or financial institutions or funds making such offers and the fees (if any) to be payable by the Borrower in connection therewith, such Lenders or financial institutions or funds shall become obligated to make Incremental Loans incur additional Indebtedness under this Agreement in the form of an amount equal increase to the Commitments of the Lenders hereunder or one or more new tranches of term loans (each an “Incremental Facility”) by an aggregate amount of their respective Incremental Loan Commitments (and such financial institutions shall become “Incremental Lenders” hereunder)up to $25,000,000. The following terms and conditions shall apply to each Incremental Loans to be made pursuant to any such agreement between the Borrower and any such Lenders or financial institutions or funds in response to any such request by the Borrower shall be deemed to be a separate “Series” of Incremental Loans for all purposes of this Agreement. Anything herein to the contrary notwithstanding, Facility: (i) the loans made under any such Incremental Facility shall constitute Obligations and shall be secured and guaranteed with the other Obligations on a pari passu basis, (ii) if the initial all-in yield (including interest rate margins, any interest rate floors, original issue discount and upfront fees (based on the lesser of a four-year average life to maturity or the remaining life to maturity), but excluding reasonable and customary arrangement, structuring and underwriting fees with respect to such Incremental Facility) applicable to any Incremental Facility exceeds by more than 0.50% per annum the corresponding all-in yield (determined on the same basis) applicable to the Loan, the then outstanding initial Loans, or any outstanding prior Incremental Facility (each, an “Existing Facility” and the amount of such excess above 0.50% being referred to herein as the “Yield Differential”), then the Applicable Margin with respect to each Existing Facility, as the case may be, shall automatically be increased by the Yield Differential, effective upon the making of such Incremental Facility (it being agreed that to the extent the all-in-yield with respect to such Incremental Facility is greater than the all-in-yield of an Existing Facility solely as a result of a higher LIBOR floor, then the increased interest rate applicable to an Existing Facility shall be effected solely by increasing the LIBOR floor applicable thereto). (iii) any such Incremental Facility shall have a maturity date no sooner than the Maturity Date and a weighted average life to maturity no shorter than the weighted average life to maturity of the Loan, respectively, (iv) any such Incremental Facility shall be entitled to the same voting rights as the existing Loan and shall be entitled to receive proceeds of prepayments on the same basis as the existing Loan, (v) any such Incremental Facility shall be obtained from existing Lenders or from other banks, financial institutions or investment funds, in each case in accordance with the terms set forth below, (vi) any such Incremental Facility shall be in a minimum aggregate principal amount of Incremental Loan Commitments entered into pursuant to any such request $5,000,000 and integral multiples of $1,000,000 in excess thereof, (and, accordingly, vii) the minimum aggregate principal amount proceeds of any Series Incremental Facility will be used to finance Permitted Acquisitions and to finance Capital Expenditures (viii) the Borrower shall execute a promissory note in favor of Incremental Loansany new Lender or any existing Lender requesting a promissory note whose Commitment hereunder is increased as provided in Section 2.5(b), (ix) each of the conditions set forth on Schedule 3.1 and Section 3.6 shall be have been satisfied, (x) the Agent shall have received (A) $20,000,000 an opinion or a larger multiple opinions (including, if reasonably requested by the Agent, local counsel opinions) of $1,000,000 or counsel for the Loan Parties, addressed to the Agent and the Lenders, in form and substance acceptable to the Agent, (B) any other amount consented to by authorizing corporate documents as the Administrative Agent may reasonably request and (iiC) a duly executed Notice of Borrowing, and (xi) the aggregate principal amount of Agent shall have received from the Borrowers updated Projections and an officer’s certificate, in each case in form and substance reasonably satisfactory to the Agent, demonstrating or certifying that, (y) the representations and warranties set forth in Section 4 are true, correct and complete, in all Incremental Loan Commitments established after the date hereof plus the aggregate principal amount of all Revolving Credit Commitment Increases obtained after the date hereof material respects (except that such materiality qualifier shall not exceed $250,000,000. Except be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof), as otherwise expressly provided herein, of the Incremental Loans closing date of any Series shall have the interest rate, participation and other fees, commitment reduction schedule (if any), amortization and maturity datesuch Incremental Facility, and be subject (z) after giving effect to any such conditions to effectiveness and initial credit extension, as shall be agreed upon by the respective Incremental Lenders of such SeriesFacility on a Pro Forma Basis, the Borrower will be in compliance with the financial covenants set forth in Section 7 and the Administrative Agent (which agreement by the Administrative Agent no Default or Event of Default shall not be unreasonably withheld exist. Participation in the case Incremental Facility shall be offered first to each of interest rates and participation and other fees)the existing Lenders on a pro rata basis, provided that in but each such Lender shall have no obligation to provide all or any event (i) portion of the Incremental Loans shall be subject to, and entitled to the benefits of, the collateral security and Guarantees provided for herein and in the other Loan Documents on an equal and ratable basis with each other Loan, (ii) the maturity for Incremental Loans shall not be earlier than the Term Loan Maturity Date for Tranche B Term Loans and may be later than such Term Loan Maturity Date to the extent so agreed by the Borrower and such Incremental Lenders and (iii) the weighted average-life-to-maturity for such Series of Incremental Loans shall not be shorter than the weighted average-life-to-maturity for the Tranche B Term Loans and may be longer than the weighted average-life-to-maturity for the Tranche B Term Loans to the extent so agreed by the Borrower and such Incremental LendersFacility. Following the acceptance by the Borrower of the offers made by any one or more Lenders to make any Series of Incremental Loans pursuant to the foregoing provisions of this paragraph (d), each Incremental Lender in respect of such Series of Incremental Loans severally agrees, on the terms and conditions of this Agreement, to make such Incremental Loans to the Borrower during the period from and including the date of such acceptance to and including the commitment termination date specified in the agreement entered into with respect to such Series in an aggregate principal amount up to but not exceeding If the amount of the Incremental Loan Commitment Facility requested by the Borrowers shall exceed the commitments which the existing Lenders are willing to provide with respect to such Incremental Facility, then the Borrowers may invite other banks, financial institutions and investment funds reasonably acceptable to the Administrative Agent to join this Agreement as Lenders hereunder for the portion of such Incremental Lender in respect Facility not taken by existing Lenders, provided that such other banks, financial institutions and investment funds shall enter into such joinder agreements to give effect thereto as the Agent may reasonably request. The Agent is authorized to enter into, on behalf of such Series the Lenders, any amendment to this Agreement or any other Loan Document as in effect from time may be necessary to time. Amounts prepaid or repaid in respect incorporate the terms of any new Incremental Loans may not be reborrowedFacility therein.

Incremental Loans. In Subject to Section 2.20, in addition to Borrowings of Revolving Credit Loans and Term Loans pursuant to paragraphs (a), (b) and (cb) above, at any time and from time to time, the Borrower Borrowers may request that any one or more of the Lenders or, at the option of the Borrower, (or other financial institutions or funds selected by the Borrower Eligible Financial Institutions) offer to enter into commitments to make additional term loans (each such loan being herein called an "Incremental Loans to the Borrower, in Dollars, Loan") under this paragraph (dc). In the event that one or more of the Lenders (or such other financial institutions or funds Eligible Financial Institutions) offer, in their sole discretion, to enter into such commitments, and such Lenders (or financial institutions or funds Eligible Financial Institutions) and the Borrower Borrowers agree as to the Credit Agreement amount of such commitments that shall be allocated to the respective Lenders (or financial institutions or funds Eligible Financial Institutions) making such offers and the fees (if any) to be payable by the Borrower Borrowers in connection therewith, such Lenders (or financial institutions or funds Eligible Financial Institutions) shall become obligated to make Incremental Loans under this Agreement in an amount equal to the amount of their respective Incremental Loan Commitments (and such financial institutions Eligible Financial Institutions shall become “"Lenders" and "Incremental Lenders” " hereunder). The Incremental Loans to be made pursuant to any such agreement between the Borrower Borrowers and any such one or more Incremental Lenders or financial institutions or funds in response to any such request by the Borrower Borrowers shall be deemed to be a separate “"Series” " of Incremental Loans for all purposes of this Agreement. Anything herein to the contrary notwithstanding, (i) the minimum aggregate principal amount of Incremental Loan Commitments entered into pursuant to any such request (and, accordingly, the minimum aggregate principal amount of any Series of Incremental Loans) shall be (A) $20,000,000 or a larger multiple of $1,000,000 or (B) any other amount consented to by the Administrative Agent 25,000,000 and (ii) the aggregate principal amount no borrowing of all Incremental Loan Commitments established after the date hereof plus the aggregate principal amount of all Revolving Credit Commitment Increases obtained after the date hereof shall not exceed $250,000,000. Except as otherwise expressly provided herein, the Incremental Loans of any Series shall have the interest rate, participation and other fees, commitment reduction schedule (if any), amortization and maturity date, and be subject to such conditions to effectiveness and initial credit extension, as shall be agreed upon by the respective Incremental Lenders of such Series, the Borrower and the Administrative Agent (which agreement by the Administrative Agent shall not be unreasonably withheld in the case of interest rates and participation and other fees), provided that in any event (i) the Incremental Loans shall be subject to, and entitled permitted if (after giving effect thereto) (x) the ratio of (A) Total Consolidated Senior Secured Indebtedness to (B) EBITDA for the period of four consecutive Fiscal Quarters ending on or more recently ended prior to the benefits ofdate of such borrowing would exceed 2.75 to 1 or (y) such borrowing would result in a breach of Section 6.11(b) or (c) of this Agreement (calculated on a pro forma basis after giving effect to such borrowing and as if the Determination Date for making such calculation were the date of such borrowing). On the occasion of each borrowing of Incremental Loans (and as a condition precedent thereto), the collateral security and Guarantees provided for herein and Lead Borrower shall deliver a certificate signed by a Financial Officer of the Lead Borrower demonstrating in the other Loan Documents on an equal and ratable basis reasonable detail compliance with each other Loan, clause (ii) of the maturity for Incremental Loans shall not be earlier than the Term Loan Maturity Date for Tranche B Term Loans and may be later than such Term Loan Maturity Date to the extent so agreed by the Borrower and such Incremental Lenders and (iii) the weighted average-life-to-maturity for such Series of Incremental Loans shall not be shorter than the weighted average-life-to-maturity for the Tranche B Term Loans and may be longer than the weighted average-life-to-maturity for the Tranche B Term Loans to the extent so agreed by the Borrower and such Incremental Lenderspreceding sentence. Following the acceptance by the Borrower Borrowers of the offers made by any one or more Lenders or Eligible Financial Institutions to make any Series of Incremental Loans pursuant to the foregoing provisions of this paragraph (dc), each Incremental Lender in respect of such Series of Incremental Loans severally agrees, on the terms and conditions of this Agreement, to make such Incremental Loans to the Borrower Borrowers during the period from and including the date of such acceptance to and including the commitment termination date specified in the agreement entered into with respect to such Series in an aggregate principal amount up to but not exceeding the amount of the Incremental Loan Commitment of such Incremental Lender in respect of such Series as in effect from time to time. Amounts prepaid or repaid in respect of Incremental Loans may not be reborrowed.

Incremental Loans. In addition to Borrowings of Syndicated Revolving Credit Loans and Term Loans pursuant to paragraphs paragraph (a), (b) and (c) above, at any time and from time to time, the Borrower Company may request that any one or more of the Lenders or, at the option of the BorrowerCompany, other financial institutions or funds selected by the Borrower Company offer to enter into commitments to make additional term revolving Incremental Loans to the BorrowerLoans, in Dollars, under this paragraph (d)b) to the Borrowers. In the event that one or more of the Lenders or such other financial institutions or funds offer, in their sole discretion, to enter into such commitments, and such Lenders or financial institutions or funds and the Borrower Company agree as to the Credit Agreement amount of such commitments that shall be allocated to the respective Lenders or financial institutions or funds making such offers and the fees (if any) to be payable by the Borrower Borrowers in connection therewith, such Lenders or financial institutions or funds shall become obligated to make Incremental Loans under this Agreement in an amount equal to the amount of their respective Incremental Loan Commitments (and such financial institutions shall become “Incremental Lenders” hereunder). The Incremental Loans to be made pursuant to any such agreement between the Borrower and any such Lenders or financial institutions or funds Company in response to any such request by the Borrower Company shall be deemed to be a separate “Series” of Incremental Loans for all purposes of this Agreement. Anything herein to the contrary notwithstanding, (i) the minimum aggregate principal amount of Incremental Loan Commitments entered into pursuant to any such request (and, accordingly, the minimum aggregate principal amount of any Series of Incremental Loans) shall be (A) $20,000,000 or a larger multiple of $1,000,000 or (B) any other amount consented to by the Administrative Agent and (ii) immediately after giving effect to the establishment of each Incremental Loan Commitment, the sum of the Net Commitment Increase Amount plus the Net Incremental Increase Amount plus the aggregate principal undrawn amount of all Incremental Loan Commitments established after the date hereof plus the aggregate principal amount of all Revolving Credit Commitment Increases obtained after the date hereof Secured LOCs shall not exceed $250,000,000225,000,000. Except as otherwise expressly provided herein, the Incremental Loans of any Series shall have the interest rate, participation and other fees, commitment reduction schedule (if any), amortization ) and maturity date, and be subject to such conditions to effectiveness and initial credit extension, as shall be agreed upon by the respective Incremental Lenders of such Series, the Borrower Company and (other than in the case of any commitment reduction schedule or maturity date) the Administrative Agent (which agreement by the Administrative Agent shall not be unreasonably withheld in the case of interest rates and participation and other feeswithheld), provided that in any event (i) the Incremental Loans shall be subject to, and entitled to the benefits of, the collateral security and Guarantees provided for herein and in the other Loan Documents on an equal and ratable basis with each other LoanGuaranteed Obligation, (ii) the maturity for Incremental Loans shall not be earlier than the Term Loan Maturity Commitment Termination Date for Tranche B Term Loans and may be later than such Term Loan Maturity the Commitment Termination Date to the extent so agreed by the Borrower Company and such Incremental Lenders and (iii) the weighted average-life-to-maturity for such each Series of Incremental Loans shall not be shorter than the weighted average-life-to-maturity for the Tranche B Term Loans and may be longer than the weighted average-life-to-maturity for the Tranche B Term Loans to the extent so agreed by the Borrower and such Incremental Lendersremaining Revolving Credit Availability Period. Following the acceptance by the Borrower Company of the offers made by any one or more Lenders to make any Series of Incremental Loans pursuant to the foregoing provisions of this paragraph (db), each Incremental Lender in respect of such Series of Incremental Loans severally agrees, on the terms and conditions of this Agreement, to make such Incremental Loans to the Borrower Borrowers during the period from and including the date of such acceptance to and including the commitment termination date specified in the agreement entered into with respect to such Series in an aggregate principal amount up to but not exceeding the amount of the Incremental Loan Commitment of such Incremental Lender in respect of such Series as in effect from time to time. Amounts prepaid or repaid in respect Thereafter, subject to the terms and conditions of this Agreement, the Borrowers may convert Incremental Loans may not be reborrowedof such Series of one Type into Incremental Loans of such Series of another Type (as provided in Section 2.07) or continue Incremental Loans of such Series of one Type as Incremental Loans of such Series of the same Type (as provided in Section 2.07).

Incremental Loans. In addition to Borrowings of Revolving Credit Loans and Term Loans pursuant to paragraphs (a), (b) and (c) above, at any time and from time to time, the Borrower may request that any one or more of the Lenders or, at the option of the Borrower, (or other financial institutions or funds selected agreed to by the Borrower and the Administrative Agent) offer to enter into commitments to make additional term loans (each such loan being herein called an "Incremental Loans to the Borrower, in Dollars, Loan") under this paragraph (d). In the event that one or more of the Lenders (or such other financial institutions or funds institutions) offer, in their sole discretion, to enter into such commitments, and such Lenders (or financial institutions or funds institutions) and the Borrower agree as to the Credit Agreement amount of such commitments that shall be allocated to the respective Lenders (or financial institutions or funds institutions) making such offers and the fees (if any) to be payable by the Borrower in connection therewith, such Lenders (or financial institutions or funds institutions) shall become obligated to make Incremental Loans under this Agreement in an amount equal to the amount of their respective Incremental Loan Commitments (and such financial institutions shall become “"Incremental Loan Lenders” " hereunder). The Incremental Loans to be made pursuant to any such agreement between the Borrower and one or more Lenders (including any such Lenders or financial institutions or funds new Lenders) in response to any such request by the Borrower shall be deemed to be a separate “"Series” " of Incremental Loans for all purposes of this Agreement. Anything herein to the contrary notwithstanding, (i) the minimum aggregate principal amount of Incremental Loan Commitments entered into pursuant to any such request (and, accordingly, the minimum aggregate principal amount of any Series of Incremental Loans) shall be (A) $20,000,000 or a larger multiple of $1,000,000 or (B) any other amount consented to by the Administrative Agent 10,000,000 and (ii) the aggregate principal amount of all Incremental Loan Commitments established after the date hereof plus the aggregate principal amount of and all Revolving Credit Commitment Increases obtained after the date hereof shall not exceed $250,000,000. Except as otherwise expressly provided herein, the Incremental Loans of any Series shall have the interest rate, participation and other fees, commitment reduction schedule (if any), amortization and maturity date, and be subject to such conditions to effectiveness and initial credit extension, as shall be agreed upon by the respective Incremental Lenders of such Series, the Borrower and the Administrative Agent (which agreement by the Administrative Agent shall not be unreasonably withheld in the case of interest rates and participation and other fees), provided that in any event (i) the Incremental Loans shall be subject to, and entitled to the benefits of, the collateral security and Guarantees provided for herein and in the other Loan Documents on an equal and ratable basis with each other Loan, (ii) the maturity for Incremental Loans shall not be earlier than the Term Loan Maturity Date for Tranche B Term Loans and may be later than such Term Loan Maturity Date to the extent so agreed by the Borrower and such Incremental Lenders and (iii) the weighted average-life-to-maturity for such outstanding Series of Incremental Loans shall not exceed $500,000,000; provided that (A) the Incremental Loans (designated Tranche C Term Loans) made upon the Amendment No. 1 Effective Date shall be shorter than in addition to and not utilize such $500,000,000 limit, so long as the weighted average-life-to-maturity for requirements set forth in the Tranche B Term last sentence of the definition of "Incremental Loan Commitment" in Section 1.01 shall be satisfied in respect of such Loans and may (B) the Additional Term A Loans made upon the Amendment No. 1 Effective Date shall not be longer than the weighted average-life-to-maturity deemed to be Incremental Loans for the Tranche B Term Loans to the extent so agreed by the Borrower and such Incremental Lendersany purpose of this Agreement. Following the acceptance by the Borrower of the offers made by any one or more Lenders to make any Series of Incremental Loans pursuant to the foregoing provisions of this paragraph (d), each Incremental Loan Lender in respect of such Series of Incremental Loans severally agrees, on the terms and conditions of this Agreement, to make such Incremental Loans to the Borrower during the period from and including the date of such acceptance to and including the commitment termination date specified in the agreement entered into with respect to such Series in an aggregate principal amount up to but not exceeding the amount of the Incremental Loan Commitment of such Incremental Loan Lender in respect of such Series as in effect from time to time. Amounts The Incremental Loans (designated Tranche C Term Loans) upon the Amendment No. 1 Effective Date, may, at the option of an Incremental Loan Lender, be made through the conversion of existing Tranche B Term Loans into Incremental Loans of such Series as provided in the last sentence of the definition of "Incremental Loan Commitment" in Section 1.01 (and each reference in this Agreement to the making of any such Incremental Loans or words of similar import, shall in the case of such Lender be deemed to include such conversion). Thereafter, subject to the terms and conditions of this Agreement, the Borrower may convert Incremental Loans of such Series of one Type into Incremental Loans of such Series of another Type (as provided in Section 2.06) or continue Incremental Loans of such Series of one Type as Incremental Loans of such Series of the same Type (as provided in Section 2.06). Incremental Loans of any Series that are prepaid or repaid in respect may not be reborrowed as Incremental Loans of the same Series. Proceeds of Incremental Loans may not shall be reborrowedavailable for any use permitted under the applicable provisions of Section 6.09."

Incremental Loans. In addition to Borrowings of Revolving Credit Loans and Term Loans pursuant to paragraphs (a), (b) and (c) above, at any time and from time to timetime prior to the Incremental Loan Commitment Termination Date, the Borrower may request that any one or more of the Lenders or, at the option of the Borrower, other financial institutions or funds selected by the Borrower offer to enter into commitments to make additional term loans (each such loan being herein called an "Incremental Loans to the Borrower, in Dollars, Loan") under this paragraph (d). In the event that one or more of the Lenders or such other financial institutions or funds offer, in their sole discretion, to enter into such commitments, and such Lenders or financial institutions or funds and the Borrower agree as to the Credit Agreement amount of such commitments that shall be allocated to the respective Lenders or financial institutions or funds making such offers and the fees (if any) to be payable by the Borrower in connection therewith, such Lenders or financial institutions or funds shall become obligated to make Incremental Loans under this Agreement in an amount equal to the amount of their respective Incremental Loan Commitments (and such financial institutions shall become “Incremental Lenders” hereunder)Commitments. The Incremental Loans to be made pursuant to any such agreement between the Borrower and any such one or more Lenders or financial institutions or funds in response to any such request by the Borrower shall be deemed to be a separate “"Series” " of Incremental Loans for all purposes of this Agreement. Anything herein to the contrary notwithstanding, (i) the minimum aggregate principal amount of Incremental Loan Commitments entered into pursuant to any such request (and, accordingly, the minimum aggregate principal amount of any Series of Incremental Loans) shall be (A) $20,000,000 or a larger multiple of $1,000,000 or (B) any other amount consented to by the Administrative Agent 10,000,000 and (ii) the aggregate principal amount of all Incremental Loan Commitments established after the date hereof plus the aggregate principal amount of all Revolving Credit Commitment Increases obtained after the date hereof and Incremental Loans shall not exceed $250,000,000. Except as otherwise expressly provided herein, the Incremental Loans of any Series shall have the interest rate, participation and other fees, commitment reduction schedule (if any), amortization and maturity date, and be subject to such conditions to effectiveness and initial credit extension, as shall be agreed upon by the respective Incremental Lenders of such Series, the Borrower and the Administrative Agent (which agreement by the Administrative Agent shall not be unreasonably withheld in the case of interest rates and participation and other fees), provided that in any event (i) the Incremental Loans shall be subject to, and entitled to the benefits of, the collateral security and Guarantees provided for herein and in the other Loan Documents on an equal and ratable basis with each other Loan, (ii) the maturity for Incremental Loans shall not be earlier than the Term Loan Maturity Date for Tranche B Term Loans and may be later than such Term Loan Maturity Date to the extent so agreed by the Borrower and such Incremental Lenders and (iii) the weighted average-life-to-maturity for such Series of Incremental Loans shall not be shorter than the weighted average-life-to-maturity for the Tranche B Term Loans and may be longer than the weighted average-life-to-maturity for the Tranche B Term Loans to the extent so agreed by the Borrower and such Incremental Lenders400,000,000. Following the acceptance by the Borrower of the offers made by any one or more Lenders to make any Series of Incremental Loans pursuant to the foregoing provisions of this paragraph (d), each Incremental Loan Lender in respect of such Series of Incremental Loans severally agrees, on the terms and conditions of this Agreement, to make such Incremental Loans to the Borrower in Dollars during the period from and including the date of such acceptance to and including but excluding the commitment termination date specified in the agreement entered into with respect to such Series Incremental Loan Commitment Termination Date in an aggregate principal amount up to but not exceeding the amount of the Incremental Loan Commitment of such Incremental Loan Lender in respect of such Series as in effect from time to time. Amounts Thereafter, subject to the terms and conditions of this Agreement, the Borrower may convert Incremental Loans of such Series of one Type into Incremental Loans of such Series of another Type (as provided in Section 2.06) or continue Incremental Loans of such Series of one Type as Incremental Loans of such Series of the same Type (as provided in Section 2.06). Incremental Loans of any Series that are prepaid or repaid in respect may not be reborrowed as Incremental Loans of the same Series. Proceeds of Incremental Loans may not shall be reborrowedavailable for any use permitted under the applicable provisions of Section 6.09.

Incremental Loans. In addition to Borrowings of Revolving Credit Loans and Term Loans pursuant to paragraphs (a), (b) and (cb) above, at any time and from time to time, the Borrower Company (and a Subsidiary designated by the Company in accordance with the requirements of Section 5.02(b) or Section 5.02(c)) may request that any one or more of the Lenders or, at the option of the Borrower, (or other financial institutions or funds selected agreed to by the Borrower Company and the Administrative Agent) offer to enter into commitments to make additional term loans (each such loan being herein called an “Incremental Loans to the Borrower, in Dollars, Loan”) under this paragraph (dc) to the Company (or, as applicable, such Subsidiary Borrower). In the event that one or more of the Lenders (or such other financial institutions or funds institutions) offer, in their sole discretion, to enter into such commitments, and such Lenders (or financial institutions or funds institutions) and the Borrower Company agree as to the Credit Agreement amount of such commitments that shall be allocated to the respective Lenders (or financial institutions or funds institutions) making such offers and the fees (if any) to be payable by the Borrower Company in connection therewith, such Lenders (or financial institutions or funds institutions) shall become obligated to make Incremental Loans under this Agreement in an amount equal to the amount of their respective Incremental Loan Commitments (and such financial institutions shall become “Incremental Loan Lenders” hereunder). The Incremental Loans to be made pursuant to any such agreement between the Borrower Company (or, as applicable, the respective Subsidiary Borrower) and one or more Lenders (including any such Lenders or financial institutions or funds new Lenders) in response to any such request by the Borrower Company shall be deemed to be a separate “Series” of Incremental Loans for all purposes of this Agreement. Anything herein to the contrary notwithstanding, (i) the minimum aggregate principal amount of Incremental Loan Commitments entered into pursuant to any such request (and, accordingly, the minimum aggregate principal amount of any Series of Incremental Loans) shall be $50,000,000 (A) except that in the case of Incremental Loan Commitments made available to a Subsidiary Borrower, such minimum aggregate principal amount shall be $20,000,000 or a larger multiple of $1,000,000 or (B) any other amount consented to by the Administrative Agent and 5,000,000), (ii) the aggregate principal amount of all Incremental Loan Commitments established after and all outstanding Series of Incremental Loans shall not exceed $500,000,000 (excluding the date hereof plus $37,000,000 of Series A Incremental Loans and the $70,000,000 of additional Incremental Loans that may be made to Subsidiary Borrowers and excluding also the $150,000,000 of Series B Incremental Loans), and (iii) the aggregate principal amount of all Revolving Credit Commitment Increases obtained after the date hereof Incremental Loan Commitments and all outstanding Series of Incremental Loans to all Subsidiary Borrowers shall not exceed $250,000,000107,000,000. Except as otherwise expressly provided herein, the Incremental Loans of any Series shall have the interest rate, participation and other fees, commitment reduction amortization schedule (if any), amortization and maturity date, and be subject to such conditions to effectiveness and initial credit extension, date as shall be agreed upon by the respective Incremental Lenders of such Series, the Borrower in respect thereof and the Administrative Agent Company (which agreement by the Administrative Agent shall not be unreasonably withheld or, in the case of interest rates and participation and other fees), provided that in any event (i) the Incremental Loans shall be subject toto a Subsidiary Borrower, and entitled to the benefits of, the collateral security and Guarantees provided for herein and in the other Loan Documents on an equal and ratable basis with each other Loan, (ii) the maturity for Incremental Loans shall not be earlier than the Term Loan Maturity Date for Tranche B Term Loans and may be later than such Term Loan Maturity Date to the extent so agreed by the Borrower and such Incremental Lenders and (iii) the weighted average-life-to-maturity for such Series of Incremental Loans shall not be shorter than the weighted average-life-to-maturity for the Tranche B Term Loans and may be longer than the weighted average-life-to-maturity for the Tranche B Term Loans to the extent so agreed by the Borrower and such Incremental LendersSubsidiary Borrower). Following the acceptance by the Borrower Company of the offers made by any one or more Lenders to make any Series of Incremental Loans pursuant to the foregoing provisions of this paragraph (dc), each Incremental Loan Lender in respect of such Series of Incremental Loans severally agrees, on the terms and conditions of this Agreement, to make such Incremental Loans to the Borrower Company or the respective Subsidiary Borrower, as applicable, during the period from and including the date of such acceptance to and including the commitment termination date specified in the agreement entered into with respect to such Series in an aggregate principal amount up to but not exceeding the amount of the Incremental Loan Commitment of such Incremental Loan Lender in respect of such Series as in effect from time to time. Amounts Thereafter, subject to the terms and conditions of this Agreement, the Company or the respective Subsidiary Borrower, as applicable, may convert Incremental Loans of such Series of one Type into Incremental Loans of such Series of another Type (as provided in Section 2.06) or continue Incremental Loans of such Series of one Type as Incremental Loans of such Series of the same Type (as provided in Section 2.06). Incremental Loans of any Series that are prepaid or repaid in respect may not be reborrowed as Incremental Loans of the same Series. Proceeds of Incremental Loans may not shall be reborrowedavailable for any use permitted under the applicable provisions of Section 6.09.” Amendment No. 2